Fundamental Changes and Acquisitions. Borrower will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person. Notwithstanding the foregoing provisions of this Section 9.03:
(a) Borrower and its Subsidiaries may make Investments permitted under Section 9.05;
(b) any Subsidiary Guarantor may be merged, amalgamated or consolidated with or into Borrower or any other Subsidiary Guarantor;
(i) Borrower or any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or another Subsidiary Guarantor and (ii) any Subsidiary that is not an Obligor may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to another Subsidiary that is not an Obligor; and
(d) the capital stock of any Subsidiary Guarantor may be sold, transferred or otherwise disposed of to Borrower or another Subsidiary Guarantor; and
(e) Borrower and its Subsidiaries may make Permitted Acquisitions, not to exceed $5,000,000 in the aggregate.
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:
(a) Investments permitted under Section 9.05(e) and 9.05(f);
(b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into Borrower or any other Subsidiary Guarantor (provided that no Domestic Subsidiary shall merge, amalgate or consolidate with Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall merge, amalgate or consolidate with a Domestic Subsidiary);
(c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to Borrower or any other Obligor, (provided that no Domestic Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to Borrower or a Canadian Subsidiary and no Canadian Subsidiary shall sell, lease, transfer or otherwise dispose all or substantially of its property (upon voluntary liquidation or otherwise) to a Domestic Subsidiary); and
(d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to Borrower or any other Obligor;
(e) Permitted Acquisitions in an amount not exceeding $5,000,000 in the aggregate (as measured by the sum of (i) aggregate consideration (cash or non-cash) paid by Obligors for such acquisition, and (ii) the principal amount of any pre-existing Indebtedness of the acquired party assumed by Obligors under such acquisition), provided that any non-cash consideration paid by Obligors for an acquisition of the capital stock of PFS Genomics Inc. not owned by the Borrower on the date hereof shall not be counted towards this $5,000,000 limit; and
(f) the Obligors may enter into Permitted Commercialization Arrangements.
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subs...
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) make or consummate any Acquisition of any Person, (iv) acquire or create any Foreign Subsidiary, or (v) acquire any other assets or properties (other than assets or properties in the nature of inventory, software, equipment, supplies and other assets acquired for use in the ordinary course of business, including in connection with the expansion or replacement of equipment used in Parent’s and its Subsidiaries’ facilities), except:
(a) transactions permitted by Section 9.01 and 9.05;
(b) the merger, amalgamation, consolidation, liquidation, winding up or dissolution of any Subsidiary Guarantor with or into any Obligor; provided that (i) with respect to any such transaction involving the Borrower, the Borrower must be the surviving or successor entity of such transaction and (ii) with respect to any such transaction involving Parent, Parent must be the surviving or successor entity of such transaction;
(c) the sale, lease, transfer or other disposition by any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor;
(d) the sale, transfer or other disposition of the Equity Interests of any Subsidiary Guarantor to Parent;
(e) the creation of any Subsidiary subject to compliance with Section 8.12; and
(f) Permitted Acquisitions.
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) acquire any business of or substantially all the property from any Person, or acquire the Equity Interests of, or be a party to any acquisition of, any Person, except:
(i) Investments permitted under Section 9(e)(v);
(ii) the merger, amalgamation or consolidation of any Guarantor with or into any Obligor (provided that if Issuer is party to such a transaction, Issuer is the surviving Person);
(iii) the sale, lease, transfer or other disposition by any Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor;
(iv) the sale, transfer or other disposition of the Equity Interests of any Guarantor to any Obligor;
(v) after the occurrence of a Qualified IPO, Permitted Acquisitions in an amount not exceeding $23,000,000 in the aggregate;
(vi) the liquidation, winding up or dissolution of any Subsidiary that is not a Material Subsidiary or an Obligor; and
(vii) Holdings may be (x) converted from a Delaware limited liability company to a Delaware corporation, or (y) merged into a Delaware corporation or consolidated with another entity with the resulting entity being a Delaware corporation, in each case, solely for the purposes of converting to a Delaware corporation and not to effect any change in ownership of Holdings.
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (or otherwise merge, amalgamate or consolidate), (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions, make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction and (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor with or into any other Subsidiary that is not an Obligor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or (ii) any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09;
(e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding up; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge in...
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:
(a) Investments permitted under Section 9.05(e);
(b) the merger, amalgamation or consolidation of any Subsidiary Guarantor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entity;
(c) the sale, lease, transfer or other disposition by any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any other Obligor; and
(d) the sale, transfer or other disposition of the capital stock of any Subsidiary Guarantor to any other Obligor;
(e) Permitted Acquisitions, ***; and
(f) Any Asset Sale permitted under Section 9.09.
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation
Fundamental Changes and Acquisitions. Each Obligor will not, and will not permit any of its Subsidiaries to:
(a) enter into or consummate any transaction of merger, amalgamation, plan of arrangement, or consolidation, including without limitation, a reverse‑triangular merger, or other similar transaction or series of related transactions;
(b) liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution) (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws), except to implement the Convertible Notes Funding Actions and as permitted by Section 9.03(c)(iv); and
(c) make or consummate any Acquisition or sell or issue any Disqualified Equity Interests except, in each case:
(i) Investments permitted under Section 9.05;
(ii) Permitted Acquisitions for (A) an aggregate cash consideration not to exceed $2,500,000 and (B) total consideration not to exceed $5,000,000, in each case, for the duration of this Agreement;
(iii) the merger, amalgamation, plan of arrangement, or consolidation of any Obligor with or into any other Obligor, provided that if a Borrower is a party to such merger, amalgamation, plan of arrangement, or consolidation, such Borrower shall be the surviving entity;
(iv) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary; and
(v) the liquidation, winding up or dissolution of the Subsidiaries listed in Schedule 9.03, any Immaterial Foreign Subsidiary and the Luxembourg Subsidiary.
Fundamental Changes and Acquisitions. It will not, and will not permit any of its Subsidiaries to:
(a) enter into or consummate any transaction of merger, amalgamation, plan of arrangement or consolidation, including without limitation, a reverse-triangular merger, or other similar transaction or series of related transactions;
(b) liquidate, wind up or dissolve itself (or suffer any liquidation, wind up or dissolution) (including in connection with any division or plan of division under Delaware law or any comparable event under a different jurisdiction’s laws); or
(c) make or consummate any Acquisition or sell or issue any Disqualified Equity Interests, except, in each case:
(i) Investments permitted under Section 9.05;
(ii) Permitted Acquisitions for (x) aggregate cash consideration not to exceed $2,000,000 and (y) total consideration not to exceed $5,000,000, in each case, for the course of this Agreement;
(iii) the merger, amalgamation, plan of arrangement, or consolidation of any Obligor with or into any other Obligor, provided that if a Borrower is a party to such merger, amalgamation, plan of arrangement or consolidation, a Borrower shall be the surviving entity;
(iv) the sale, transfer or other disposition by any Obligor of any or all of its property to any other Obligor, provided that if a Borrower is a party to such sale, transfer or other disposition, a Borrower shall continue to own such property sold, transferred or disposed of;
(v) the merger, amalgamation, plan of arrangement, or consolidation of any Immaterial Foreign Subsidiary with or into any other Immaterial Foreign Subsidiary;
(vi) the liquidation, winding up or dissolution of any Immaterial Foreign Subsidiary; and
(vii) Asset Sales permitted under Section 9.09.
